The new film borrows only the basics: a plan cooked up by Danny Ocean (George Clooney) to rob three Vegas casinos (the Mirage, Bellagio and MGM Grand) owned by Terry Benedict (Andy Garcia), the guy who moved in on Danny’s ex-wife Tess (Julia Roberts). That’s it.

The rest is meeting the eleven: Brad Pitt is terrific as a cardsharp reduced to giving poker lessons to Teen Beat cover boys — Joshua Jackson, James Van der Beek and Topher Grace as themselves. Matt Damon shares a great sting scene with Bernie Mac. Casey Affleck and Scott Caan are a pair of prime goofballs, and Don Cheadle, Edward Jemison and Shaobo Q in get their licks in, too.

As for Clooney, his effortless star power is a thing of beauty. He’d own the movie if Elliott Gould and Carl Reiner didn’t steal every scene they’re in. Soderbergh treats these old pros with unforced affection. The whole film is relaxed, a caper with no guns, no gore and scant use of the f word. Soderbergh’s assured style is a tonic. The laughs keep coming, down to the final credits: introducing julia roberts — that’s funny. Forget Oscar, Ocean’s Eleven is the coolest damned thing around.